TIDMTFW
RNS Number : 8509P
Thorpe(F.W.) PLC
12 October 2023
Results
for the year ended 30 June 2023
FW Thorpe Plc - a group of companies that de sign, manufacture
and supply professional lighting systems - is pleased to announce
its preliminary results for the year ended 30 June 2023.
Key points:
Continuing operations 2023 2022 Exc.
SchalLED/
Zemper
acquisition
------------------------------------- --------- --------- --------- ------------
Revenue GBP176.7m GBP143.7m 23.0% 10.7%
increase increase
Operating profit (before acquisition GBP29.8m GBP25.8m 15.6% 7.9%
adjustments)* increase increase
Operating profit GBP27.8m GBP24.7m 12.6% 8.8%
increase increase
Profit before tax GBP26.9m GBP24.1m 11.7% 10.2%
increase increase
9.1% 9.2%
Basic earnings per share 18.72p 17.16p increase increase
------------------------------------- --------- --------- --------- ------------
* Acquisition adjustments are amortisation of acquisition
related intangible assets
-- Total interim and final dividend of 6.46p (2022: 6.15p) - an increase of 5.0%
-- Final dividend of 4.84p (2022: 4.61p) - an increase of 5.0%
-- Strong revenue growth across the Group, both organically with
service levels returning to normal and from the contributions of
acquisitions
-- Solid operating profit growth despite inflationary cost pressures
-- Expanded our presence in Germany with the addition of SchahlLED in September 2022
-- Net cash generated from operating activities remained strong - GBP31.9m (2022: GBP19.7m)
-- Solid start to 2023/24, with operating performance in line with the start of the prior year
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 (MAR) as supplemented
by The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)
("UK MAR").
For further information please contact:
FW Thorpe Plc
Mike Allcock - Chairman, Joint Chief Executive 01527 583200
Craig Muncaster - Joint Chief Executive, Group
Financial Director 01527 583200
Singer Capital Markets - Nominated Adviser
James Moat / Sam Butcher 020 7496 3000
Chairman's statement
Financial year 2022/23 was to a large extent less turbulent than
the previous few years, notwithstanding some special challenges to
deal with upon occasion. It has been the intention of the Board to
make no further acquisitions whilst the Group builds its cash
reserves and fully integrates recent acquisitions, in order to
formulate more efficient Group activities whilst not losing the
ability for individual companies to be autonomous and flourish.
Financial performance overall was strong, with significant
organic revenue increases for most companies, primarily due to much
improved material availability and the consequential fulfilment of
the previous year's order backlog. All companies wrestled with
inflationary effects on material and labour costs, and some were
better able than others to adjust selling prices to maintain
margins.
Group companies' service levels have returned to being good, and
the order book and forecast situation is generally fine. Whilst
material inflation is showing signs of slowing or even reversing,
wage and salary inflation remains high.
The Annual Report and Accounts contains a more detailed
appraisal of each company's individual achievements and
challenges.
Group results
Group revenue increased by 23% to GBP176.7m (an organic 11%
increase excluding the SchalLED and Zemper acquisitions) whilst
operating profit increased by 13% to GBP27.8m. Operating profit
before acquisition adjustments, removing the impact of amortisation
of intangible assets established at purchase, grew 16% to
GBP29.8m.
Revenue and operating profits were supported by the recent
acquisitions of Zemper and SchahlLED. Last year's report included
only nine months of Zemper's figures, with nine months of
SchahlLED's figures included this year. Excluding Zemper and
SchahlLED acquisition effects, for comparison's sake, like-for-like
revenue increased by 11% to GBP159.1m and operating profit by 9% to
GBP26.9m.
General overview
The Group's stand-out performer this year was Thorlux Lighting,
which benefitted from its ability to deliver its order backlog,
which had previously been caused by component shortages, especially
microchips and electronic components.
The Dutch operations made a wonderful contribution overall,
although their recent growth trajectory took a bit of a breather
this year, with the companies struggling to grow revenue, whilst
Lightronics also saw its margins squeezed by inflationary
pressures.
Portland Lighting's profit reduced significantly because the
company lacked a typical large roll-out project for outdoor retail
sign lighting and because business costs increased as the company
built its product range and operations to diversify into road sign
lighting - namely with the Portland Traffic division. This new
division has developed well, won some successful small orders and
will make a more significant contribution to 2023/24 figures.
TRT Lighting increased its profit but, at only a 3%
profit-to-sales ratio, profit remains significantly below Group
expectations and must improve. In recent months the TRT Board
structure has been altered and strengthened, with a new operations
director and new sales director, and the sales team has been
refreshed. TRT is also developing some interesting technical
innovations to enhance its product portfolio. These changes have
started well and will result in further improved performance in the
current financial year.
The Group welcomed Zemper for its first full year - a year of
getting to know each other better and a year for strategy and
future planning. Zemper's facility in Spain is a credit to its
founding family's professionalism. The company is very
self-sufficient, with ownership of all its intellectual property,
and with its own laboratory test facilities and state-of-the-art
manufacturing equipment. In the year there were several exchange
visits between Group company engineers and executives, and some
significant technological projects are underway to harness Zemper's
design, technical and manufacturing know-how. These projects will
support the Group's electronic operations and its aspirations for
premium connected technology in the emergency lighting sector.
Zemper's profit contribution to the Group in 2022/23 was
marginally lower than forecast, with orders down in the first half
year; however, various new products and marketing supported growth
in the second half to recover the full year's numbers to be in line
with the prior year's numbers. There was notable growth in both the
French and Belgian markets - which, prior to Zemper's acquisition,
were largely untapped by the Group - whilst the local Spanish
market was tighter than in the previous year.
SchahlLED, since joining the Group this financial year, has
continued to grow its customer base, primarily in the German
market, for high technology SmartScan industrial luminaires. It is
a pleasure to welcome the SchahlLED team, which excels at rooting
out discerning industrial customers willing to pay for high quality
luminaires with the latest Thorlux energy saving and controls
technology. In the year, SchahlLED added nine months of revenue to
the consolidated figures of GBP16.9m and operating profit of
GBP2.3m before acquisition adjustments.
The Group's joint venture with Ratio Electric BV commenced with
the opening of a UK operation close to the Group HQ in Redditch,
headed by a young Thorlux design engineer. Investments in the year
have already resulted in the UK operation's own sales and marketing
team, a website, preliminary manufacturing capabilities, and a new
pillar standalone-style twin 22kW electric vehicle (EV) charger -
the Ratio io7 - available for sale by all Group companies. The
charger, developed with common components from a Thorlux outdoor
luminaire, is widely recognised as an innovative and stylish
product; it is suitable for many applications but is mainly
targeted at workplace charging, which matches the Group's core
market of professional users. Availability of the new EV charging
pillar has been limited due to production capacity restraints, but
Ratio hopes to be able to better satisfy the Group's sales teams in
coming months, who are chomping at the bit to get going. In the
Netherlands, at the Ratio HQ, operations have been adjusting to the
fast moving EV marketplace, and investments in smart charging
technology and connectivity have dented returns.
For many years some shareholders have questioned the rationale
behind the Group holding large cash reserves. The Board chooses to
maintain a large reserve as one never knows what is around the
corner, as proven recently by the COVID lockdown. The Board remains
prudent, with no plans to move away from this philosophy, and will
not fund further growth unless it can do so from cash reserves.
Although reserves have reduced with recent acquisitions activity
and with stock control complexities, even with future earn-out
provisions and commitments the Board remains confident that the
current GBP35.0m at the year end, which remains well above its
desirable minimum target, will more than suffice.
There are targets around the Group to reduce stock - of
components, in particular. The easing of the recent supply shortage
situation has now inevitably created an overstock in most Group
companies and elsewhere throughout the extensive supply chain.
Stock levels are being actively managed, in particular to ensure
agility in Group businesses and to reduce possible obsolescence.
Whilst stock increased last year from GBP32.8m to GBP33.4m, the
number reduced from an interim high of GBP37.9m and will fall
further.
On the capital investment front, I am pleased to report that
investment at Famostar has completed, with a new substantial
factory/warehouse extension (GBP1.9m) setting up Famostar for
growth for some years to come. The extension was almost entirely
funded by savings from closing external rented accommodation that
had been used for storing stock. The new facility has solar PV, in
keeping with the Group's sustainability targets, the investment
having an excellent payback period due to recent increases in
energy costs.
At Zemper, the Group has invested in a new and dedicated
injection moulding shop (GBP0.7m) next to the current electronics
factory in Ciudad Real, moving plant from an older facility some
distance away. Opened in July 2023, this new factory has already
started to produce some critical parts for the Thorlux SmartScan
wireless transmitter housing and has capacity to take on more if
this idea of insourcing becomes attractive. The new plant has the
capacity to increase Zemper's productivity by 50%, and having local
production cuts costs and CO(2) emissions. The factory also has its
own solar PV array, which is particularly powerful, of course, in
Spain. Finally, Zemper has purchased a new electronic production
line to improve its capacity.
Sustainability is one of the key pillars for the Group, one that
interests many of its shareholders and will continue to be a focus.
All Group companies are now certified independently to ISO 14001,
an international standard for providing a systematic framework for
the continuous improvement of a company's environmental
performance. Due to the Group's renowned carbon offsetting
programme on its own land in Devauden, Wales, the Group is now
independently certified as carbon neutral for Scope 1 and 2
emissions (those emissions produced by companies' own activities
such as use of electricity, gas and diesel). To date, since the
programme's inception in 2009, the Group has planted an amazing
179,412 trees and has now run out of land. Therefore, in July 2023,
the Group purchased a further 195 acres of land, in Longtown,
Hereford, which should satisfy its carbon offsetting plans for the
next decade or more.
Beyond carbon offsetting, the Group continually looks to lower
its carbon footprint; this is good news for the environment but
also, in most cases, lowers Group operating costs. All companies
within the Group have specific KPIs that focus on general carbon
reduction objectives and increasingly move towards the circularity
of products, the impacts of the materials selected, and reducing
waste.
Early in September 2023 the Group showed its commitment to
achieving net-zero, by signing a Science Based Targets initiative
(SBTi) letter of commitment and therefore commencing the process.
The Group's own emissions data has been well accounted for many
years as part of its carbon offsetting programme, but net-zero
takes a large step forward by also measuring the impact of the
Group's international supply chain and the impacts of the Group's
products when installed and in use at customers' premises. The
Group has been supported throughout the process by third party
consultants, but nevertheless, to calculate the required emissions
for all Group activities, upstream and downstream, has been an
enormous task.
Now that emissions have been calculated, the SBTi commitment
letter defines both the Group's near term (2030) targets and
net-zero date. By 2030 the Group has set a target, relative to the
baseline year 2020/21, to reduce Scope 1 and 2 emissions by 42%,
and Scope 3 emissions by 51.6% per GBPm revenue. This will be done
in a variety of ways but, in particular, by decarbonisation of
Group resources and energy supplies - for example reducing gas use
and switching to greener sources such as solar PV supplied
electricity, using electric vehicles and making Group products even
more efficient - together with increasing the use of SmartScan
energy saving technology. The ultimate objective is to achieve
net-zero, and the Group's target date is 2040 (ten years ahead of
the UK Government's commitment); by this date the Group needs to
have reduced its emissions by 90% (allowing for offsetting the
remaining 10%). Watch this space.
To finish on a high, Thorlux is very proud to have successfully
illuminated the famous Big Ben - or, more correctly, the Elizabeth
Tower - in the City of London. Big Ben is one of the most
photographed and most iconic buildings in the world. Thorlux
developed special products between 2016 and 2022 which provide
colour-tuneable illumination of all four clock faces and the
balconies above, a new Ayrton Light (a special lighthouse style
lamp used to indicate when Parliament is sitting), illumination of
the clock mechanism, the bells, including floodlighting the Big Ben
bell itself, all internal rooms, and the 340 steps, and all
emergency lighting. SmartScan features heavily in the controls for
ancillary areas. The project has been kept secret until now, even
during the 2023 New Year celebrations. This year's Annual Report
and Accounts is therefore adorned with some iconic Thorlux
installation photographs.
Personnel
I would like to thank all Group employees for their dedication
and commitment throughout the financial year. I would also like to
thank, again, David Taylor and Tony Cooper, who, as retiring
directors, have spent a total of over 65 years serving the Group; I
wish them a long and happy retirement.
Dividend
Performance as a whole for the year to 30 June 2023 allows the
Board to recommend an increased final dividend of 4.84p per share
(2022: 4.61p), which gives a total for the year of 6.46p (2022:
6.15p excluding special dividend).
Outlook
All Group companies are forecasting some sales growth and all
are charged with keeping costs under control and a close eye on
sales margins. The Board would like to see further improvements in
profitability - especially at the lower performing companies in the
Group, which need to step up and do their bit. As the Group becomes
larger, costs of managing non-value-added activities become larger
too; this means Group companies need to work harder to achieve a
good return on sales.
The Group nowadays has excellent resilience to changing
conditions, having a firm footprint in numerous geographical
territories and across many market sectors.
As a whole, the outlook from the sales teams is positive. At the
start of this new financial year, orders are slightly lower than in
the same time period last year, and there is some evidence of
projects slowing. Costs are under control and some margin
improvements have been made, which will provide an improved return
on sales. Revenues, however, are expected to see slower growth than
in the recent few years.
Mike Allcock
Chairman and Joint Chief Executive
12 October 2023
Consolidated Results
Consolidated Income Statement
For the year ended 30 June 2023
2023 2022
Notes GBP'000 GBP'000
----------------------------------------- ----- -------- --------
Continuing operations
Revenue 2 176,749 143,715
Cost of sales (98,891) (80,440)
----------------------------------------- ----- -------- --------
Gross profit 77,858 63,275
----------------------------------------- ----- -------- --------
Distribution costs (19,214) (15,501)
Administrative expenses (31,292) (23,482)
Other operating income 480 423
----------------------------------------- ----- -------- --------
Operating profit 27,832 24,715
Finance income 716 527
Finance expense (1,094) (1,367)
Share of (loss)/profit of joint ventures (520) 228
----------------------------------------- ----- -------- --------
Profit before income tax 26,934 24,103
Income tax expense 3 (5,000) (4,030)
----------------------------------------- ----- -------- --------
Profit for the year 21,934 20,073
----------------------------------------- ----- -------- --------
Earnings per share from continuing operations attributable to
the equity holders of the Company during the year (expressed in
pence per share).
2023 2022
Basic and diluted earnings per share Notes pence pence
------------------------------------- ----- ------ ------
- Basic 8 18.72 17.16
- Diluted 8 18.70 17.13
------------------------------------- ----- ------ ------
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2023
2023 2022
Notes GBP'000 GBP'000
---------------------------------------------------------- ------ -------- --------
Profit for the year: 21,934 20,073
------------------------------------------------------------------ -------- --------
Other comprehensive income/(expenses)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 231 (268)
------------------------------------------------------------------ -------- --------
231 (268)
Items that will not be reclassified to profit or
loss
Revaluation of financial assets at fair value through
other comprehensive income (105) (57)
Movement on associated deferred tax 26 14
Actuarial (loss)/gain on pension scheme (123) 953
Movement on unrecognised pension scheme surplus 177 (1,143)
------------------------------------------------------------------ -------- --------
(25) (233)
----------------------------------------------------------------- -------- --------
Other comprehensive income/(expense) for the year,
net of tax 206 (501)
------------------------------------------------------------------ -------- --------
Total comprehensive income for the year 22,140 19,572
------------------------------------------------------------------ -------- --------
Consolidated Statement of Financial Position
For the year ended 30 June 2023
2023 2022
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Assets
Non-current assets
Property, plant and equipment 5 38,763 33,818
Intangible assets 6 70,891 51,865
Investments in subsidiaries - -
Investment property 1,986 1,984
Financial assets at amortised cost 1,587 1,124
Equity accounted investments and joint arrangements 5,592 6,112
Financial assets at fair value through other
comprehensive income 3,364 3,470
Deferred income tax assets 382 120
---------------------------------------------------- -------- --------
Total non-current assets 122,565 98,493
---------------------------------------------------- -------- --------
Current assets
Inventories 33,437 32,758
Trade and other receivables 35,733 33,018
Financial assets at amortised cost 1,266 1,800
Short-term financial assets 7 4 5,079
Cash and cash equivalents 35,013 35,505
---------------------------------------------------- -------- --------
Total current assets 105,453 108,160
---------------------------------------------------- -------- --------
Total assets 228,018 206,653
---------------------------------------------------- -------- --------
Liabilities
Current liabilities
Trade and other payables (37,457) (35,801)
Financial liabilities (1,435) (332)
Lease liabilities (812) (506)
Current income tax liabilities (1,143) (641)
---------------------------------------------------- -------- --------
Total current liabilities (40,847) (37,280)
---------------------------------------------------- -------- --------
Net current assets 64,606 70,880
---------------------------------------------------- -------- --------
Non-current liabilities
Other payables (11,987) (12,880)
Financial liabilities (1,461) (1,830)
Lease liabilities (3,822) (2,510)
Provisions for liabilities and charges (3,299) (2,536)
Deferred income tax liabilities (6,261) (4,264)
---------------------------------------------------- -------- --------
Total non-current liabilities (26,830) (24,020)
---------------------------------------------------- -------- --------
Total liabilities (67,677) (61,300)
---------------------------------------------------- -------- --------
Net assets 160,341 145,353
---------------------------------------------------- -------- --------
Equity
Issued share capital 1,189 1,189
Share premium account 2,976 2,827
Capital redemption reserve 137 137
Foreign currency translation reserve 2,039 1,808
Retained earnings
---------------------------------------------------- -------- --------
At 1 July 139,392 131,631
Profit for the year attributable to the owners 21,934 20,073
Other changes in retained earnings (7,326) (12,312)
---------------------------------------------------- -------- --------
154,000 139,392
---------------------------------------------------- -------- --------
Total equity 160,341 145,353
---------------------------------------------------- -------- --------
Consolidated Statement of Changes in Equity.
For the year ended 30 June 2023
Foreign
Issued Share Capital currency
share premium redemption translation Retained Total
capital account reserve reserve earnings equity
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 1 July 2021 1,189 1,960 137 2,076 131,631 136,993
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Comprehensive income
Profit for the year to 30
June 2022 - - - - 20,073 20,073
Actuarial gain on pension
scheme - - - - 953 953
Movement on unrecognised pension
scheme surplus - - - - (1,143) (1,143)
Revaluation of financial assets
at fair value through other
comprehensive income - - - - (57) (57)
Movement on associated deferred
tax - - - - 14 14
Exchange differences on translation
of
foreign operations - - - (268) - (268)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total comprehensive income - - - (268) 19,840 19,572
Transactions with owners
Shares issued from exercised
options - 867 - - - 867
Dividends paid to shareholders 4 - - - - (12,079) (12,079)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total transactions with owners - 867 - - (12,079) (11,212)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 30 June 2022 1,189 2,827 137 1,808 139,392 145,353
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Comprehensive income
Profit for the year to 30
June 2023 - - - - 21,934 21,934
Actuarial loss on pension
scheme - - - - (123) (123)
Movement on unrecognised pension
scheme surplus - - - 177 177
Revaluation of financial assets
at fair value through other
comprehensive income - - - - (105) (105)
Movement on associated deferred
tax - - - - 26 26
Exchange differences on translation
of
foreign operations - - - 231 - 231
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total comprehensive income - - - 231 21,909 22,140
Transactions with owners
Shares issued from exercised
options - 149 - - - 149
Dividends paid to shareholders 4 - - - - (7,301) (7,301)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total transactions with owners - 149 - - (7,301) (7,152)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 30 June 2023 1,189 2,976 137 2,039 154,000 160,341
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Consolidated Statement of Cash Flows
For the year ended 30 June 2023
2023 2022
GBP'000 GBP'000
---------------------------------------------------- -------- --------
Cash flows from operating activities
Cash generated from operations 9 36,216 24,789
Tax paid (4,341) (5,049)
---------------------------------------------------- -------- --------
Net cash generated from operating activities 31,875 19,740
---------------------------------------------------- -------- --------
Cash flows from investing activities
Purchases of property, plant and equipment (7,739) (5,510)
Proceeds from sale of property, plant and equipment 535 423
Purchases of intangible assets (2,255) (2,366)
Purchases of subsidiaries (net of cash acquired) (12,602) (14,625)
Purchase of shares in subsidiaries (6,445) (15,219)
Purchase of investment property (22) (36)
Net sale of financial assets at fair value through
Other Comprehensive Income 1 268
Investment in joint venture - (4,958)
Property rental and similar income 93 113
Dividend income 209 246
Net withdrawal of short-term financial assets 5,075 18,524
Interest received 434 218
Repayment of loans 1,813 -
New loans granted (1,748) (806)
---------------------------------------------------- -------- --------
Net cash used in investing activities (22,651) (23,728)
---------------------------------------------------- -------- --------
Cash flows from financing activities
Net proceeds from the issuance of ordinary shares 149 867
Addition of lease liabilities 203 236
Proceeds from borrowings 1,039 -
Repayment of borrowings (2.532) (1,271)
Payment of lease liabilities (789) (535)
Payment of interest (339) (139)
Dividends paid to Company's shareholders 4 (7,301) (12,079)
---------------------------------------------------- -------- --------
Net cash used in financing activities (9,570) (12,921)
---------------------------------------------------- -------- --------
Effects of exchange rate changes on cash (146) 146
---------------------------------------------------- -------- --------
Net decrease in cash in the year (492) (16,763)
Cash and cash equivalents at beginning of year 35,505 52,268
---------------------------------------------------- -------- --------
Cash and cash equivalents at end of year 35,013 35,505
---------------------------------------------------- -------- --------
Notes
1 Basis of preparation
The consolidated and company financial statements of FW Thorpe
Plc have been prepared in accordance with UK adopted International
Accounting Standards and with the requirements of the Companies Act
2006 as applicable to companies reporting under those standards,
with future changes being subject to endorsement by the UK
Endorsement Board.
The financial statements have been prepared on a going concern
basis, under the historical cost convention except for the
financial instruments measured at fair value either through other
comprehensive income or profit and loss per the provisions of IFRS
9 and contingent consideration that are measured at fair value.
There are no other standards that are not yet effective that are
expected to have a material impact on the Group in the current or
future reporting periods and on foreseeable future
transactions.
The financial statements are presented in Pounds Sterling, which
is the Company's functional and presentation currency, rounded to
the nearest thousand.
The preparation of financial information in conformity with the
basis of preparation described above requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's and
Group's accounting policies.
The Company has elected to take the exemption under section 408
of the Companies Act 2006 from presenting the Company income
statement.
The directors confirm they are satisfied that the Group and
Company have adequate resources, with GBP35.0m cash to continue in
business for the foreseeable future, including the affect of
increased costs caused by the on-going Ukraine and Russia conflict,
where the Group has no sales, and other global events. The
directors have also produced a severe, but plausible downside
scenario that demonstrates that the Group could cover its cash
commitments over the following year from approving these accounts.
For this reason, the directors continue to adopt the going concern
basis in preparing the accounts.
The financial information set out in this document does not
constitute the statutory financial statements of the Group for the
year end 30 June 2023 but is derived from the Annual Report and
Accounts 2023. The auditors have reported on the annual financial
statements and issued an unqualified opinion.
2 Segmental Analysis
(a) Business segments
The segmental analysis is presented on the same basis as that
used for internal reporting purposes. For internal reporting FW
Thorpe is organised into twelve operating segments based on the
products and customer base in the lighting market - the largest
business is Thorlux, which manufactures professional lighting
systems for industrial, commercial and controls markets. The
business acquired through acquisition of Lumen Intelligence Holding
GmbH in September 2022 is included in this segment in accordance
with the Group's internal reporting. The businesses in the
Netherlands, Lightronics and Famostar, are material subsidiaries
and disclosed separately as Netherlands companies. The businesses
in the Zemper Group are also material and disclosed separately as
the Zemper Group.
The seven remaining operating segments have been aggregated into
the "other companies" reportable segment based upon their size,
comprising the entities Philip Payne Limited, Solite Europe
Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux
Lighting L.L.C., Thorlux Australasia Pty Limited and Thorlux
Lighting GmbH.
FW Thorpe's chief operating decision-maker (CODM) is the Group
Board. The Group Board reviews the Group's internal reporting in
order to monitor and assess performance of the operating segments
for the purpose of making decisions about resources to be
allocated. Performance is evaluated based on a combination of
revenue and operating profit. Assets and liabilities have not been
segmented, which is consistent with the Group's internal
reporting.
Inter- Total
Netherlands Zemper Other segment continuing
Thorlux companies Group companies adjustments operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Year to 30 June 2023
Revenue to external customers 101,859 36,226 19,328 19,336 - 176,749
Revenue to other group
companies 3,601 417 - 4,667 (8,685) -
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Total revenue 105,460 36,643 19,328 24,003 (8,685) 176,749
------------------------------ -------- ----------- -------- ---------- ------------ -----------
EBITDA 21,458 7,952 4,205 2,392 588 36,595
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Depreciation and amortisation 4,212 983 2,307 1,261 - 8,763
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Operating profit before
acquisition adjustments 18,062 7,187 2,801 1,131 588 29,769
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Operating profit 17,246 6,969 1,898 1,131 588 27,832
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Net finance expense (378)
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Share of loss of joint
ventures (520)
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Profit before income tax 26,934
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Included in the Thorlux segment are additional revenues from
SchahlLED of GBP16.9m and operating profits of GBP1.4m. Acquisition
adjustments includes amortisation of intangible assets.
Year to 30 June 2022
Revenue to external customers 78,912 34,676 14,152 15,975 - 143,715
Revenue to other group
companies 5,171 377 - 5,794 (11,342) -
------------------------------ ------ ------ ------ ------ -------- -------
Total revenue 84,083 35,053 14,152 21,769 (11,342) 143,715
------------------------------ ------ ------ ------ ------ -------- -------
EBITDA 16,887 8,514 3,107 2,692 506 31,706
------------------------------ ------ ------ ------ ------ -------- -------
Depreciation and amortisation 3,378 1,043 1,525 1,045 - 6,991
------------------------------ ------ ------ ------ ------ -------- -------
Operating profit before
acquisition adjustments 13,509 7,846 2,242 1,647 506 25,750
------------------------------ ------ ------ ------ ------ -------- -------
Operating profit 13,509 7,471 1,582 1,647 506 24,715
------------------------------ ------ ------ ------ ------ -------- -------
Net finance expense (840)
------------------------------ ------ ------ ------ ------ -------- -------
Share of profit of joint
ventures 228
------------------------------ ------ ------ ------ ------ -------- -------
Profit before income tax 24,103
------------------------------ ------ ------ ------ ------ -------- -------
Inter segment adjustments to operating profit consist of
property rentals on premises owned by FW Thorpe Plc, adjustments to
profit related to stocks held within the Group that were supplied
by another segment and elimination of profit on transfer of assets
between Group companies.
(b) Geographical analysis
The Group's business segments operate in five main areas, the
UK, the Netherlands, Germany, the rest of Europe and the rest of
the World. The home country of the Company, which is also the main
operating company, is the UK.
2023 2022
GBP'000 GBP'000
-------- -----------
(Restated)*
------------------ -------- -----------
UK 89,917 83,242
Netherlands 31,845 30,323
Germany 21,548 8,205
Rest of Europe 30,039 19,139
Rest of the World 3,400 2,806
------------------ -------- -----------
176,749 143,715
------------------ -------- -----------
* Figures are restated as a result of inclusion of Germany as
separate geographical segment in the current year.
3 Income Tax Expense
Analysis of income tax expense in the year:
2023 2022
GBP'000 GBP'000
-------------------------------------------------- -------- ---------
Current tax
Current tax on profits for the year 5,515 4,717
Adjustments in respect of prior years (313) (279)
-------------------------------------------------- -------- ---------
Total current tax 5,202 4,438
-------------------------------------------------- -------- ---------
Deferred tax
Origination and reversal of temporary differences (202) (408)
-------------------------------------------------- -------- ---------
Total deferred tax (202) (408)
-------------------------------------------------- -------- ---------
Income tax expense 5,000 4,030
-------------------------------------------------- -------- ---------
The tax assessed for the year is lower (2022: lower) than the
standard rate of corporation tax in the UK of 20.50%
(2022: 19.00%). The differences are explained below:
2023 2022
GBP'000 GBP'000
--------------------------------------------------------- -------- --------
Profit before income tax 26,934 24,103
--------------------------------------------------------- -------- --------
Profit on ordinary activities multiplied by the standard
rate in the UK of 20.5% (2022: 19.0%) 5,521 4,580
Effects of:
Expenses not deductible for tax purposes 1,150 329
Accelerated tax allowances and other timing differences (145) (348)
Adjustments in respect of prior years (313) (279)
Patent box relief (1,718) (812)
Foreign profit taxed at higher rate 505 560
--------------------------------------------------------- -------- --------
Tax charge 5,000 4,030
--------------------------------------------------------- -------- --------
The effective tax rate was 18.56% (2022: 16.72%). Adjustments in
respect of prior years relate to refunds received for prudent
assumptions on additional investment allowances and patent box
relief in the tax calculations.
The UK corporation tax rate increased from 19% to 25% from 1
April 2023, which was substantively enacted in May 2021 and an
average standard rate of 20.50% is applicable to the Company during
the current year. Deferred tax assets and liabilities have been
calculated based on a rate at which they are expected to
crystallise.
4 Dividends
Dividends paid during the year are outlined in the tables
below:
Dividends paid (pence per share) 2023 2022
--------------------------------- ---- -----
Final dividend 4.61 4.31
Special dividend (final) - 2.20
Interim dividend 1.62 1.54
Special dividend (interim) - 2.27
--------------------------------- ---- -----
Total 6.23 10.32
--------------------------------- ---- -----
A final dividend in respect of the year ended 30 June 2023 of
4.84p per share, amounting to GBP5,674,000 (2022: GBP5,403,000) is
to be proposed at the Annual General Meeting on 16 November 2023
and, if approved, will be paid on 24 November 2023 to shareholders
on the register on 27 October 2023. The ex-dividend date is 26
October 2023. These financial statements do not reflect this
dividend payable.
Dividends proposed (pence per share) 2023 2022
------------------------------------- ---- ----
Final dividend 4.84 4.61
------------------------------------- ---- ----
2023 2022
Dividends paid GBP'000 GBP'000
--------------------------- -------- --------
Final dividend 5,403 5,043
Special dividend (final) - 2,574
Interim dividend 1,898 1,803
Special dividend (interim) - 2,659
--------------------------- -------- --------
Total 7,301 12,079
--------------------------- -------- --------
2023 2022
Dividends proposed GBP'000 GBP'000
------------------- -------- --------
Final dividend 5,674 5,403
------------------- -------- --------
5 Property, Plant and Equipment
Freehold Plant Right-
land and and of-use
buildings equipment assets Total
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ---------- ---------- -------- --------
Cost
At 1 July 2022 25,354 33,795 4,356 63,505
Acquisition of subsidiaries* - 50 134 184
Additions 2,892 4,847 1,751 9,490
Disposals - (970) (278) (1,248)
Currency translation (27) (33) (21) (81)
----------------------------- ---------- ---------- -------- --------
At 30 June 2023 28,219 37,689 5,942 71,850
----------------------------- ---------- ---------- -------- --------
Accumulated depreciation
At 1 July 2022 5,477 22,518 1,692 29,687
Acquisition of subsidiaries* - - 38 38
Charge for the year 738 2,937 614 4,289
Disposals - (685) (220) (905)
Currency translation (4) (12) (6) (22)
----------------------------- ---------- ---------- -------- --------
At 30 June 2023 6,211 24,758 2,118 33,087
----------------------------- ---------- ---------- -------- --------
Net book amount
----------------------------- ---------- ---------- -------- --------
At 30 June 2023 22,008 12,931 3,824 38,763
----------------------------- ---------- ---------- -------- --------
* Acquisition of subsidiaries are the assets acquired from the
purchase of the Lumen companies with a fair value of
GBP146,000.
Freehold Plant Right-
land and and of-use
buildings equipment assets Total
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ---------- ---------- -------- --------
Cost
At 1 July 2021 22,094 27,662 895 50,651
Acquisition of subsidiaries* 975 3,965 3,534 8,474
Additions 2,241 3,037 232 5,510
Disposals (1) (884) (303) (1,188)
Currency translation 45 15 (2) 58
----------------------------- ---------- ---------- -------- --------
At 30 June 2022 25,354 33,795 4,356 63,505
----------------------------- ---------- ---------- -------- --------
Accumulated depreciation
At 1 July 2021 4,638 17,345 417 22,400
Acquisition of subsidiaries* 234 3,175 1,062 4,471
Charge for the year 600 2,703 456 3,759
Disposals - (714) (248) (962)
Currency translation 5 9 5 19
----------------------------- ---------- ---------- -------- --------
At 30 June 2022 5,477 22,518 1,692 29,687
----------------------------- ---------- ---------- -------- --------
Net book amount
----------------------------- ---------- ---------- -------- --------
At 30 June 2022 19,877 11,277 2,664 33,818
----------------------------- ---------- ---------- -------- --------
* Acquisition of subsidiaries are the assets acquired from the
purchase of the Zemper companies with a fair value of
GBP4,003,000
6 Intangible Assets
Development Brand Customer Fishing
Goodwill costs Technology name relationship Software Patents rights Total
Group 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Cost
At 1 July 2022 32,778 16,320 2,895 3,845 9,460 3,344 159 182 68,983
Acquisition
of subsidiaries* 14,624 - - 1,354 5,759 38 - - 21,775
Additions - 1,874 - - - 381 - - 2,255
Disposals - - - - - (12) - - (12)
Write-offs - (4,228) - - - - - - (4,228)
Currency
translation (399) (10) (2) (35) (141) (4) - - (591)
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2023 47,003 13,956 2,893 5,164 15,078 3,747 159 182 88,182
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Accumulated
amortisation
At 1 July 2022 252 10,009 2,495 1,273 473 2,460 156 - 17,118
Charge for the
year - 2,152 151 434 1,350 367 - - 4,454
Disposals - - - - - (1) - - (1)
Write-offs - (4,228) - - - - - - (4,228)
Currency
translation (19) (8) (3) (5) (17) - - - (52)
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2023 233 7,925 2,643 1,702 1,806 2,826 156 - 17,291
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Net book amount
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2023 46,770 6,031 250 3,462 13,272 921 3 182 70,891
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
* Acquisition of subsidiaries are the assets acquired from the
purchase of the Lumen companies with a fair value of GBP7,151,000,
excluding goodwill.
Write-offs relate to development assets where no further
economic benefits will be obtained.
Development Brand Customer Fishing
Goodwill costs Technology name relationship Software Patents rights Total
Group 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Cost
At 1 July 2021 14,431 7,871 2,846 1,257 - 2,811 150 182 29,548
Acquisition
of subsidiaries* 18,320 6,346 45 2,588 9,468 266 6 - 37,039
Additions - 2,096 - - - 267 3 - 2,366
Currency
translation 27 7 4 - (8) - - - 30
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 32,778 16,320 2,895 3,845 9,460 3,344 159 182 68,983
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Accumulated
amortisation
At 1 July 2021 241 4,415 2,179 1,006 - 1,852 150 - 9,843
Acquisition
of subsidiaries* - 3,770 - - - 250 6 - 4,026
Charge for the
year - 1,820 308 262 465 358 - - 3,213
Currency
translation 11 4 8 5 8 - - - 36
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 252 10,009 2,495 1,273 473 2,460 156 - 17,118
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Net book amount
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 32,526 6,311 400 2,572 8,987 884 3 182 51,865
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
* Acquisition of subsidiaries are the assets acquired from the
purchase of the Zemper companies with a fair value of
GBP14,693,000, excluding goodwill.
7 Short-Term Financial Assets
2023 2022
GBP'000 GBP'000
------------------ -------- --------
Beginning of year 5,079 23,603
Net withdrawals (5,075) (18,524)
------------------ -------- --------
4 5,079
------------------ -------- --------
The short-term financial assets consist of term cash deposits
with an original term in excess of three months.
8 Earnings Per Share
Basic and diluted earnings per share for profit attributable to
equity holders of the Company
Basic earnings per share is calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year,
excluding ordinary shares purchased by the Company and held as
treasury shares.
Basic 2023 2022
----------------------------------------------------- ----------- -----------
Weighted average number of ordinary shares in issue 117,199,805 116,953,866
----------------------------------------------------- ----------- -----------
Profit attributable to equity holders of the Company
(GBP'000) 21,934 20,073
----------------------------------------------------- ----------- -----------
Basic earnings per share (pence per share) total 18.72 17.16
----------------------------------------------------- ----------- -----------
Diluted earnings per share is calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year,
excluding ordinary shares purchased by the Company and held as
treasury shares, plus the number of shares earnt for share options
where performance conditions have been achieved.
Diluted 2023 2022
----------------------------------------------------- ----------- -----------
Weighted average number of ordinary shares in issue
(diluted) 117,294,937 117,209,308
----------------------------------------------------- ----------- -----------
Profit attributable to equity holders of the Company
(GBP'000) 21,934 20,073
----------------------------------------------------- ----------- -----------
Diluted earnings per share (pence per share) total 18.70 17.13
----------------------------------------------------- ----------- -----------
9 Cash Generated from Operations
2023 2022
GBP'000 GBP'000
----------------------------------------------------- -------- --------
Profit before income tax 26,934 24,103
Depreciation charge 4,289 3,759
Depreciation of investment property 20 19
Amortisation of intangibles 4,454 3,213
Profit on disposal of property, plant and equipment (192) (197)
Net finance expense 378 855
Retirement benefit contributions less current
and past service charge 54 (190)
Share of joint venture loss/(profit) 520 (228)
Research and development expenditure credit (382) (306)
Effects of exchange rate movements 952 (520)
Changes in working capital
- Decrease/(increase) in inventories 3,117 (8,986)
- (Increase)/decrease in trade and other receivables (98) (603)
- (Decrease)/increase in payables and provisions (3,830) 3,870
----------------------------------------------------- -------- --------
Cash generated from operations 36,216 24,789
----------------------------------------------------- -------- --------
10 Business Combination
On 23 September 2022, the Group acquired 80% of the share
capital and hence control of Lumen Intelligence Holding GmbH, a
company that holds 100% equity interest in SchahlLED Lighting GmbH,
a turnkey provider of intelligent energy saving lighting products
for the industrial and logistics sectors. The company was acquired
for an initial consideration of EUR14.6m (GBP12.9m). There is a
fixed commitment to acquire the remaining shares, based on current
best estimates, a further EUR7.5m (GBP6.6m) could be payable, which
is subject to future performance conditions. Amounts recognised in
respect of this acquisition are shown below:
EUR'000 GBP'000
-------------------------------------------------- ------- -------
Intangible assets 8,124 7,151
Property, plant & equipment 57 50
Right of use assets 109 96
Deferred tax assets 150 132
Inventories 4,450 3,917
Trade and other receivables 3,856 3,394
Cash 324 286
Trade and other payables (4,466) (3,931)
Financial liabilities (2,563) (2,256)
Lease liabilities (549) (483)
Current income tax liabilities (729) (642)
Provisions for liabilities and charges (800) (704)
Deferred tax Liabilities (2,428) (2,137)
-------------------------------------------------- ------- -------
Total identifiable assets 5,535 4,873
Goodwill 16,616 14,624
-------------------------------------------------- ------- -------
Total purchase consideration 22,151 19,497
-------------------------------------------------- ------- -------
Total purchase consideration satisfied by:
Cash 14,643 12,888
Redemption liability 5,185 4,563
Contingent consideration 2,323 2,046
-------------------------------------------------- ------- -------
Total consideration 22,151 19,497
-------------------------------------------------- ------- -------
Net cash flow arising acquisition of subsidiaries
Cash consideration 14,643 12,888
Less cash in subsidiaries acquired (324) (286)
-------------------------------------------------- ------- -------
Cash outflow on acquisition of subsidiaries 14,319 12,602
-------------------------------------------------- ------- -------
On acquisition, a valuation exercise on the assets and
liabilities of Lumen Intelligence Holding GmbH has been performed;
the book value of all assets and liabilities except for warranties
are considered to represent fair value. For provision for
warranties, additional provision of EUR500,000 (GBP440,000) was
applied to reflect the longer term nature of these commitments.
Fair value of intangible assets was assessed and determined on
the basis of brand name and customer relationships acquired. Brand
name elements was determined using an industry typical royalty rate
over a ten years period and customer relationships was determined
using an industry typical royalty rate over a six years period, all
discounted to the present day.
The goodwill relates to the ongoing level of profitability of
the business model, opportunity to sell existing Group and third
party products into the German market and potential sourcing
benefits for Group companies.
The acquisition of Lumen Intelligence Holding GmbH has been
accounted for as if the Group acquired 100% of its share capital as
the Group has a commitment and obligation to acquire the remaining
outstanding shares in Lumen Intelligence Holding GmbH. Therefore,
any post-acquisition profits attributable to non-controlling
interests are treated as finance expense of the Group.
For the nine months to 30 June 2023 the Lumen companies
contributed EUR19.3m (GBP16.9m) to Group revenue and EUR1.2m
(GBP1.0m) to Group profit before tax for the current financial
year.
If the acquisition had occurred on 1 July 2022 the consolidated
pro-forma revenue and profit before tax for the year ended 30 June
2023 would have been EUR23.9m (GBP20.8m) and EUR1.3m (GBP1.1m)
respectively. These amounts have been calculated using the
subsidiary's results and adjusting them for:
-- differences in accounting policies between the Group and the subsidiary; and
-- the additional depreciation and amortisation that would have
been charged, assuming that the fair value adjustments to property,
plant and equipment and intangible assets had applied from 1 July
2022, together with the consequential tax benefits.
11 Events after the Statement of Financial Position date
On 17 July 2023, the Group completed its commitment to purchase
a piece of land in Wales for a consideration of GBP2.0m. The land
will be used to plant trees as part of the Group's effort to reduce
its carbon emission footprint.
On 3 October 2023, the Group paid the third tranche of payments
for the acquisition of Electrozemper S.A. totalling EUR5.0m
(GBP4.3m).
12 Cautionary statement
Sections of this report contain forward looking statements that
are subject to risk factors including the economic and business
circumstances occurring from time to time in countries and markets
in which the Group operates. By their nature, forward looking
statements involve a number of risks, uncertainties and future
assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could
cause actual results and outcomes to differ materially from those
expressed in or implied by the forward looking statements. No
assurance can be given that the forward-looking statements in this
preliminary announcement will be realised. Statements about the
Chairman's expectations, beliefs, hopes, plans, intentions and
strategies are inherently subject to change, and they are based on
expectations and assumptions as to future events, circumstances and
other factors which are in some cases outside the Company's
control. Actual results could differ materially from the Company's
current expectations. It is believed that the expectations set out
in these forward looking statements are reasonable but they may be
affected by a wide range of variables which could cause actual
results or trends to differ materially, including but not limited
to, changes in risks associated with the Company's growth strategy,
fluctuations in product pricing and changes in exchange and
interest rates.
13 Annual report and accounts
The annual report and accounts will be sent to shareholders on
16 October 2023 and will be available, along with this
announcement, on the Group's website (www.fwthorpe.co.uk) from 16
October 2023. The Group will hold its AGM on 16 November 2023.
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END
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